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These posts saying that barring irrationality, lack of good faith, self-dealing etc. , directors cannot be held liable are undoubtedlycorrect under US (i.e. Delaware) law, but perhaps the issues deserves to be re-opened, or the list of exceptions where review does take place needs to be expanded a bit.
http://bit.ly/tyqMSN (blog post by Professor Bainbridge)
On Friday, November 19, ISS Corporate Governance Services released its U.S. Corporate Governance Policy Updates on voting recommendations for meetings occurring on or after February 1, 2011. The updates reflect a number of new or changed policies, most of which slant in the same direction: tighter shareholder-level oversight of executive compensation, and a willingness, perhaps even an eagerness, to use the say-on-pay tools mandated by the Dodd-Frank Act as a lever to effect change. Significant updates include:
See the excellent counter to Professor Bainbridge's opinion (The Fundamental Error…, in the comment to the entry a few slots below.
I recently attended a symposium where lawyers, financial regulators and a TSE representative discussed corporate scandals and how to address them. What was interesting was that everyone who spoke seemed to accept without question that companies did not just belong to the shareholders who owned them, but that their revenues represented the results of employee labor, payments by customers and so forth.
(This was so interestingwith regard to the coredebate about corporate governance,that we have posted much it here.)
”A recent proceeding under the Canadian anti-corruption statute, reflects a further step toward a global convergence on the benchmarks of anti-corruption compliance. Niko Resources Ltd., an international oil and natural gas exploration and production company headquartered in Calgary, recently pleaded guilty to violations of Canada’s Corruption of Foreign Public Officials Act and agreed to implement […]
Tokyo Stock Exchange, Inc. and Tokyo Stock Exchange Regulation hereby released the Request in reaction to recent issues pertaining to listed companies.
Request in relation to recent issues pertaining to listed companies (Reference Translation) –
http://www.tse.or.jp/english/news/09/b7gje6000000r78v-att/request_20111026.pdf
As we prepare for the upcoming proxy season and the answer to the question of whether we will see many, any, or only a few targeted, proxy access shareholder proposals (see the Davis Polk memo), we look back to the last time when proponents had the opportunity to make access proposals. In 2007, two major […]
Section 953(b) of Dodd-Frank requires companies to disclose the internal pay ratio between the total annual compensation of their CEO and the median total annual compensation of their employees. Effectiveness of the requirement has been delayed until the SEC promulgates implementing rules. Meanwhile, companies have complained that the calculations required to comply with the disclosure requirement are burdensome and unfeasible, and proposals for Section 953(b)’s repeal have been introduced in Congress.
As revealed in court documents filed last week, a series of lawsuits filed in New York by shareholders who claimed that bonuses paid to Goldman Sachs employees resulted in corporate waste were dismissed on September 21, 2011. Security Police & Fire Professionals of America Retirement Fund and Judith A. Miller sued the investment bank in […]